RELATED PARTIES | RELATED PARTIES As of December 31, 2021, the Company has no ultimate controlling shareholder. See also Note 19 for details regarding ownership structure. COMPENSATION TO DIRECTORS AND SENIOR MANAGERS OF THE COMPANY The following table sets forth the total compensation to our directors and senior managers, who are considered to be key management of the company: 2021 2020 2019 Short-term employee benefits 39 35 48 Long-term employee benefits — 1 — Share-based payment* 9 — 3 Termination benefits 7 4 — Total compensation to directors and senior management** 55 40 51 *Share-based payment in 2021 represent the expense under the Deferred Shares Plan and Long-Term Incentive Plan, see further details below. ** The number of directors and senior managers vary from year to year. Total compensation paid to directors and senior management approximates the amount charged in the consolidated income statement for that year with the exception of the share-based payment in 2021. Under the Company’s bye-laws, the Board of Directors of the Company established a compensation and talent committee, which has the overall responsibility for approving and evaluating the compensation and benefit plans, policies and programs of the Company’s directors, officers and employees and for supervising the administration of the Company’s equity incentive plans and other compensation and incentive programs. Compensation of Key Senior Managers The following table sets forth the total remuneration expense to the key senior managers in 2021 and 2020 (gross amounts in whole euro and whole US$ equivalents). For further details on compensation and changes to key senior managers, please refer to the Explanatory notes below. In whole euros Kaan Terzioglu Sergi Herrero Ursula Burns Serkan Okandan Trond Westlie Murat Kirkgoz Kjell Johnsen Scott Dresser Alex Kazbegi Joop Brakenhoff Alex Bolis Dmitry Shvets Michael Schulz Group CEO Group Co-CEO Group CEO Group CFO Group CFO Deputy Group CFO Group COO Group General Counsel Group Chief Strategy Officer Group Chief Internal Audit & Compliance Officer Group Head of Corporate Development, Communications and Investor Relations Group Head of Portfolio Management Group Chief People Officer 2021 Short-term employee benefits Base salary 1,323,000 628,199 — 1,296,000 — — — 1,300,000 143,100 540,000 272,448 365,854 237,741 Annual incentive 1,695,094 623,036 — 1,192,320 — — — 1,300,000 128,437 496,800 239,754 372,351 197,107 Other 205,350 5,512,172 — 1,276,225 — — — 1,013,859 143,936 96,600 77,000 11,271 27,862 Long-term employee benefits 166,518 (144,764) — — — — — — — — — — — Share-based payments 2,158,098 (60,701) (103,954) 1,066,672 — (26,417) — 277,390 — 467,471 330,726 491,760 469,127 Termination benefits — 2,936,759 — — — — — 2,625,000 579,675 — — — — Total remuneration expense * 5,548,060 9,494,701 (103,954) 4,831,217 — (26,417) — 6,516,249 995,148 1,600,871 919,928 1,241,236 931,837 2020 Short-term employee benefits Base salary 1,323,000 1,181,368 1,162,750 864,000 16,810 211,600 — 1,300,000 553,500 224,100 — — — Annual incentive 930,418 769,643 540,984 525,730 — 80,302 — 2,300,000 338,378 147,813 — — — Other 439,657 2,158,022 554,328 297,341 212,631 40,360 299,333 24,100 104,124 39,908 — — — Long-term employee benefits 76,366 706,925 — — — — — — — — — — — Share-based payments 88,056 58,707 111,403 76,316 (217,080) (7,954) (217,080) (65,526) — 8,775 — — — Termination benefits — — — — — — — — — — — — — Total remuneration expense * 2,857,497 4,874,665 2,369,465 1,763,387 12,361 324,308 82,253 3,558,574 996,002 420,596 — — — * Total remuneration expense for 2021 excludes accrued payroll taxes of EUR-3 million (US$-3) (2020: EUR9 million (US$10) recorded in ‘Selling, general and administrative expenses’ incurred by the Company pertaining to payments made to Ursula Burns (2020: Ursula Burns and Kjell Johnsen). In whole US dollars Kaan Terzioglu Sergi Herrero Ursula Burns Serkan Okandan Trond Westlie Murat Kirkgoz Kjell Johnsen Scott Dresser Alex Kazbegi Joop Brakenhoff Alex Bolis Dmitry Shvets Michael Schulz Group CEO Group Co-CEO Group CEO Group CFO Group CFO Deputy Group CFO Group COO Group General Counsel Group Chief Strategy Officer Group Chief Internal Audit & Compliance Officer Group Head of Corporate Development, Communications and Investor Relations Group Head of Portfolio Management Group Chief People Officer 2021 Short-term employee benefits Base salary 1,564,015 742,676 — 1,532,096 — — — 1,536,825 169,169 638,373 322,081 433,078 281,051 Annual incentive 2,003,894 736,572 — 1,409,528 — — — 1,536,825 151,835 587,303 283,431 440,768 233,014 Other 242,759 6,516,660 — 1,508,718 — — — 1,198,557 170,158 114,198 91,027 13,342 32,938 Long-term employee benefits 196,853 (171,144) — — — — — — — — — — — Share-based payments 2,551,245 (71,763) (122,891) 1,260,991 — (31,230) — 327,923 — 552,631 390,975 582,119 554,589 Termination benefits — 3,471,927 — — — — — 3,103,204 685,276 — — — — Total remuneration expense * 6,558,766 11,224,928 (122,891) 5,711,333 — (31,230) — 7,703,334 1,176,438 1,892,505 1,087,514 1,469,307 1,101,592 2020 Short-term employee benefits Base salary 1,508,380 1,346,902 1,325,676 985,064 19,165 241,250 — 1,482,157 631,057 255,501 — — — Annual incentive 1,060,789 877,486 616,787 599,396 — 91,554 — 2,622,278 385,792 168,525 — — — Other 501,262 2,460,406 632,001 339,005 242,425 46,015 341,276 27,477 118,714 45,500 — — — Long-term employee benefits 87,066 805,980 — — — — — — — — — — — Share-based payments 100,394 66,933 127,013 87,009 (247,497) (9,069) (247,497) (74,708) — 10,005 — — — Termination benefits — — — — — — — — — — — — — Total remuneration expense * 3,257,891 5,557,707 2,701,477 2,010,474 14,093 369,750 93,779 4,057,204 1,135,563 479,531 — — — * Total remuneration expense for 2021 excludes accrued payroll taxes of EUR-3 million (US$-3) (2020: EUR9 million (US$10) recorded in ‘Selling, general and administrative expenses’ incurred by the Company pertaining to payments made to Ursula Burns (2020: Ursula Burns and Kjell Johnsen). Explanatory notes Base salary includes any holiday allowances pursuant to the terms of an individual’s employment agreement. Annual incentive expense includes amounts accrued under the short-term incentive in respect of performance during the current year, as well as any special recognition bonus. Other short-term employee benefits include certain allowances (for example, pension allowance or reimbursement of certain losses etc.) and support (for example, relocation support). Share-based payment expense relates to amounts related to the long-term incentive scheme and the deferred shared plan as well as amounts accrued under the value growth cash-based multi-year incentive plans, see below for further details. Changes in Key Senior Managers Ursula Burns stepped down as Group CEO with effect from March 1, 2020. Sergi Herrero and Kaan Terzioğlu were appointed as Group Co-CEOs with effective from March 1, 2020, having previously served as Joint Group COOs since September 2, 2019 and November 1, 2019, respectively. Sergi Herrero stepped down from the role of Group Co-CEO on June 30, 2021 and Kaan Terzioğlu has continued his role as Group CEO. On May 1, 2020, Serkan Okandan joined VEON as Group CFO. Trond Westlie stepped down from the role of Group CFO on September 30, 2019 and Murat Kirkgoz served as Deputy Group CFO from August 1, 2019 to April 30, 2020. Kjell Johnsen stepped down from the role of Group COO on November 1, 2019, Alex Kazbegi stepped down from the role of Group Chief Strategy Officer on March 31, 2021, and Scott Dresser stepped down from the role of Group General Counsel on December 31, 2021. In addition, Joop Brakenhoff was appointed Group Chief Internal Audit & Compliance Officer, effective July 1, 2020, Alex Bolis was appointed Group Head of Corporate Strategy, Communications and Investor Relations, effective April 1, 2021, Dmitry Shvets was appointed Group Head of Portfolio and Performance Management, effective April 15, 2021, and Michael Schulz was appointed Group Chief People Officer, effective July 1, 2021. Compensation of Board of Directors The following table sets forth the total remuneration expense to the members of the Board of Directors members in 2021 and 2020 (gross amounts in whole euro and whole US dollar equivalents). For details on changes in Board of Directors, please refer to explanations below. Retainer Committees Other compensation Total In whole euros 2021 2020 2021 2020 2021 2020 2021 2020 Hans Holger Albrecht 487,500 204,167 136,458 72,917 1,098,610 — 1,722,568 277,084 Guillaume Bacuvier — 105,114 — 23,125 — — — 128,239 Osama Bedier 155,556 308,333 44,444 68,750 — — 200,000 377,083 Ursula Burns — 323,864 — — — — — 323,864 Mariano De Beer — 204,167 — 87,500 — — — 291,667 Peter Derby 155,556 204,167 66,667 87,500 — — 222,223 291,667 Mikhail Fridman 75,000 60,417 — — — — 75,000 60,417 Gennady Gazin 842,708 629,167 57,292 33,333 1,971,749 — 2,871,749 662,500 Amos Genish 155,556 204,167 66,667 87,500 — — 222,223 291,667 Yaroslav Glazunov 75,000 13,350 — — — — 75,000 13,350 Andrei Gusev 75,000 60,417 — — — 500,000 75,000 560,417 Gunnar Holt 350,000 308,333 150,000 118,750 — — 500,000 427,083 Sir Julian Horn-Smith — 105,114 — 10,511 — — — 115,625 Robert Jan van de Kraats 350,000 308,333 125,000 85,417 — — 475,000 393,750 Guy Laurence — 104,167 — 12,500 — — — 116,667 Alexander Pertsovsky — 47,917 — — — — — 47,917 Steve Pusey 189,583 204,167 53,125 58,333 — — 242,708 262,500 Leonid Boguslavsky 335,417 — 23,958 — — — 359,375 — Sergi Herrero 195,417 — 13,958 — — — 209,375 — Irene Shvakman 195,115 — 27,874 — — — 222,989 — Vasily Sidorov 195,115 — 111,494 — — — 306,609 — Total compensation 3,832,523 3,395,361 876,937 746,136 3,070,359 500,000 7,779,819 4,641,497 Retainer Committees Other compensation Total In whole US dollars 2021 2020 2021 2020 2021 2020 2021 2020 Hans Holger Albrecht 576,323 232,775 161,321 83,134 1,298,776 — 2,036,420 315,909 Guillaume Bacuvier — 119,843 — 26,365 — — — 146,208 Osama Bedier 183,898 351,537 52,542 78,383 — — 236,440 429,920 Ursula Burns — 369,244 — — — — — 369,244 Mariano De Beer — 232,775 — 99,761 — — — 332,536 Peter Derby 183,898 232,775 78,813 99,761 — — 262,711 332,536 Mikhail Fridman 88,665 68,883 — — — — 88,665 68,883 Gennady Gazin 996,250 717,326 67,730 38,004 2,331,001 — 3,394,981 755,330 Amos Genish 183,898 232,775 78,813 99,761 — — 262,711 332,536 Yaroslav Glazunov 88,665 15,221 — — — — 88,665 15,221 Andrei Gusev 88,665 68,883 — — — 570,060 88,665 638,943 Gunnar Holt 413,770 351,537 177,330 135,389 — — 591,100 486,926 Sir Julian Horn-Smith — 119,843 — 11,984 — — — 131,827 Robert Jan van de Kraats 413,770 351,537 147,775 97,386 — — 561,545 448,923 Guy Laurence — 118,763 — 14,252 — — — 133,015 Alexander Pertsovsky — 54,631 — — — — — 54,631 Steve Pusey 224,125 232,775 62,804 66,507 — — 286,929 299,282 Leonid Boguslavsky 396,530 — 28,323 — — — 424,853 — Sergi Herrero 231,022 — 16,502 — — — 247,524 — Irene Shvakman 230,665 — 32,952 — — — 263,617 — Vasily Sidorov 230,665 — 131,808 — — — 362,473 — Total compensation 4,530,809 3,871,123 1,036,713 850,687 3,629,777 570,060 9,197,299 5,291,870 Explanatory notes In 2021, equity-settled awards were granted to Group Chairman Gennady Gazin (1,224,086) and Group Digital and Innovation Committee Chairman Hans-Holger Albrecht (1,360,095). The share awards will vest on June 10, 2022 and the shares are subject to a holding period through to July 16, 2023. The fair value of these awards were determined using the Black-Scholes Model and an expense of US$2 was incurred as of December 31, 2021 which is included in other compensation. Changes in Board of Directors Ursula Burns was appointed Group CEO and Chairman of the VEON Ltd. board of directors on December 12, 2018. Accordingly, her total compensation through March 1, 2020, has been included in the section “Compensation of Key Senior Managers” above, except for payments received in respect of her role on Board Committees. Ursula Burns stepped down as Group CEO on March 1, 2020, and later stepped down as Chairman on June 1, 2020. On June 1, 2020, VEON announced the results of the elections conducted at its Annual General Meeting of Shareholders. Shareholders elected five new members to the Company’s Board of Directors, Hans-Holger Albrecht, Mariano De Beer, Peter Derby, Amos Genish and Stephen Pusey, as well as seven previously serving directors: Osama Bedier, Mikhail Fridman, Gennady Gazin, Andrei Gusev, Gunnar Holt, Robert Jan van de Kraats and Alexander Pertsovsky. Following the election of the directors, Gennady Gazin was appointed as Chairman of VEON’s Board of Directors, effective June 1, 2020 and on October 28, 2020, Yaroslav Glazunov was appointed as an alternate director for Alexander Pertsovsky. On June 10, 2021, VEON announced the results of the elections conducted at its Annual General Meeting of Shareholders. Shareholders elected three new members to the Company’s Board of Directors, Vasily Sidorov, Irene Shvakman and Sergi Herrero, as well as nine previously serving directors: Hans-Holger Albrecht, Leonid Boguslavsky, Mikhail Fridman, Gennady Gazin, Yaroslav Glazunov, Andrei Gusev, Gunnar Holt, Stephen Pusey and Robert Jan van de Kraats. Stephen Pusey stepped down as a director from the Company’s Board of Directors on July 15, 2021. Short Term Incentive Scheme The Company’s Short Term Incentive ( “STI” ) Scheme provides cash pay-outs to participating employees based on the achievement of established KPIs over the period of one calendar year. KPIs are set every year at the beginning of the year and evaluated in the first quarter of the next year. The KPIs are partially based on the financial and operational results (such as total operating revenue, EBITDA and equity free cash flow) of the Company, or the affiliated entity employing the employee, and partially based on individual targets that are agreed upon with the participant at the start of the performance period based on his or her specific role and activities. The weight of each KPI is decided on an individual basis. Pay-out of the STI award is scheduled in March of the year following the assessment year and is subject to continued active employment during the year of assessment (except in limited “good leaver” circumstances in which case there is a pro-rata reduction) and is also subject to a pro-rata reduction if the participant commenced employment after the start of the year of assessment. Pay-out of the STI award is dependent upon final approval by the compensation and talent committee. Deferred Share Plan In 2021, equity-settled awards were granted to certain key senior managers and directors under the Deferred Shares Plan (“ DSP ”), which are subject to a two years vesting period from the grant date. The fair value of the awards were determined using the Black-Scholes Model and an expense of US$5 was incurred as of December 31, 2021. Long Term Incentive Scheme In 2021, equity-settled awards were granted to certain key senior managers under the Long-Term Incentive Plan (“ LTIP ”), which are subject to a three years vesting period from the date of the grant as well as a performance condition in line with shareholder interests. The fair value of the awards were determined using the Black-Scholes Model and an expense of US$4 was incurred as of December 31, 2021. Value growth cash-based multi-year incentive plans To stimulate and reward leadership efforts that result in sustainable success, value growth cash-based multi-year incentive plan ( “Incentive Plans ”) were designed for members of our recognized leadership community. The participants in the Incentive Plans may receive cash payouts after the end of each relevant award performance period. Vesting is based on the attainment of certain Key Performance Indicators (“ KPIs ”), such as absolute share price, total return per share or value growth of certain VEON businesses. Options may be exercised by the participant at any time during a defined exercise period, subject to the Company’s insider trading policy. ACCOUNTING POLICIES Equity-settled share-based payments are measured at the grant date fair value, which is expensed over the vesting period, taking into account expected forfeitures and performance conditions, if any, with a corresponding increase in equity. Cash-settled share-based payments are measured at the grant date fair value and recorded as a liability. The Company remeasures the fair value of the liability at the end of each reporting period until the date of settlement, with any changes in fair value recognized in the income statement. Other short-term benefits not related to share-based payments are expensed in the period when services are received. |